Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022
Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022
The Ministry of Corporate Affairs (MCA) vide a notification dated 9th June 2022 has issued the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022. The amendment rules provide revisions to the procedure for striking off a company. With this amendment, MCA releases amended Form No. STK 1, Form No. STK – 5 and Form No. STK-5A and inserted new sub-rule (4) in Rule 3 of Companies (Removal of Names of Companies from the Register of Companies) Rules, 2016.
The Gist of the MCA Notification
Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 norms allow the Registrar (if he finds it necessary after examining the application made in form STK-2) to call for further information or direct the applicant to remove the defects and re-submit the complete Form within 15 days from the date of such information, failing which the Registrar shall treat Form as invalid in the e-record, and shall inform the applicant.
Removal of Names of Companies from the Register of Companies
Winding Up of Companies can be initiated by following two processes:
Voluntarily Removing Company Name using Form Form STK-2
This process for removing a company name from the register of companies can also be initiated by the company by filing Form STK-2
The procedure Followed by the Company for Removal is as follows:
- The company will conduct a board meeting for approval from the board of directors for the removal of the name and the company shall approve the EGM notice.
- The company will take approval from the shareholder bypassing the special resolution in the general meeting for the removal of the name.
- If any other authority in regulating the company then approval of such authority is necessary.
- After the approval, the company will file an application in Form STK-2 along with the relevant documents to the registrar:
According to the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022, If the Registrar, on examining the application made in Form STK-2, finds that it is necessary to call for further information or finds such application or any document annexed therewith is defective or incomplete in any respect, he shall inform to the applicant to remove the defects and re-submit the complete Form within 15 days from the date of such information, failing which the Registrar shall treat the Form as invalid in the electronic record, and shall inform the applicant, accordingly.
After the re-submission of the Form or document, if the Registrar finds that the Form or document is defective or incomplete in any respect, he shall give the further time of 15 days to remove such defects or complete the Form, failing which the Registrar shall treat the Form as invalid in the electronic record and shall inform the applicant, accordingly.
Note: Any re-submission of the application in Form STK-2 made before the commencement of the Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 shall not be counted to reckon the maximum number of re-submissions of such Form.
- After receiving the application the registrar of the company will publish a public notice (SKT-6). If there is any objection to the removal should be sent within 30days of serving such publication.
- After complying with all the processes, the registrar will remove the name of the company and the notice of such removal will be sent to the official gazette in Form SKT-7
For more details on Form STK-2 for Winding Up of Companies
Removal of Company Name from Register of Companies by Registrar
As per Section 248 to 252, the Registrar of Companies has the power to remove the name of a company from the register of companies, if the Registrar has reasonable cause to believe that:
- The company has failed to commence its business within one year of its incorporation;
- The company is not carrying on any business or operation for a period of two immediately preceding financial years and has not made an application for obtaining the status of a dormant company.
Steps to be followed by the registrar for the removal of the name of the company from the register:
- Form SKT-1 – Notice by Registrar for removal of the name of a company from the register of companies
- The registrar will send the notice in SKT-1 to the company and all the directors for the removal of the name of the company. Notice will be sent to the address available on record by the registered post or by speed post.
- The reason for the removal of the name will be provided in the notice by the registrar. And the directors of the company will send the reply and represent it in front of the registrar within 30 days of such notice with the relevant documents.
- If the representation is satisfactory then the registrar will terminate the removal and if not then the registrar will carry on the removal process.
- The notice will be published in Form STK-5 / Form No. STK – 5A, and on the official gazette to inform the general public.
- After the expiry of the time which is provided in the notice, the registrar can remove the name of the company from the register. The registrar will publish it in the official gazette and on the publication, the company should stand dissolve.
- Before passing the order under section 248(5), the registrar of the company will inquire about the payment of all the liabilities and obligations of the company.
- After such an inquiry, the registrar will remove the name of the company. The registrar will publish the notice in the Official Gazette in form SKT-7 and on the website of the Ministry Of Corporate Affairs.
Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022 releases amended Form No. STK 1, Form No. STK – 5 and Form No. STK-5A which is attached as follows:
Companies (Removal of Names of Companies from the Register of Companies) Amendment Rules, 2022